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0001104659-08-057772 Sample Contracts

Form of Indemnity Agreement dated as of June 27, 2008 between the Company and certain members of Management and its Board of Directors The Children’s Place Retail Stores, Inc. INDEMNITY AGREEMENT
Indemnification Agreement • September 9th, 2008 • Childrens Place Retail Stores Inc • Retail-family clothing stores • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of June 27, 2008, is made by and between The Children’s Place Retail Stores, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

Credit Agreement dated as of July 31, 2008 among the Company, as lead borrower, certain of its subsidiaries, as borrowers and as guarantors, Wells Fargo Retail Finance, LLC, as administrative agent, collateral agent and swing line lender, and Bank of...
Credit Agreement • September 9th, 2008 • Childrens Place Retail Stores Inc • Retail-family clothing stores • New York

THE CHILDREN’S PLACE RETAIL STORES, INC., a Delaware corporation for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers now or hereafter party hereto;

Note Purchase Agreement dated as of July 31, 2008 among the Company, as issuer, and certain of its subsidiaries as guarantors, The Note Purchasers, Sankaty Advisors, LLC, as collateral agent and Crystal Capital Fund Management, L.P. as syndication agent
Note Purchase Agreement • September 9th, 2008 • Childrens Place Retail Stores Inc • Retail-family clothing stores • New York

This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of July , 2008 and is entered into by and among The Children’s Place Retail Stores, Inc. (the “Issuer”), a corporation incorporated under the laws of Delaware, as issuer, the parties listed as Guarantors on the signature pages hereto (the Guarantors and the Issuer being referred to collectively as the “Note Parties”, and each such Person a “Note Party”), Sankaty Advisors, LLC as Collateral Agent for the Note Purchasers, Crystal Capital Fund Management, L.P. as Syndication Agent for the Note Purchasers, and each Note Purchaser listed on Schedule I attached hereto (collectively, the “Note Purchasers”).